Introduction
1.1 Agreement Overview
Welcome to the Abu Dhabi Store! This Merchant Agreement ("Agreement") is your guide to accessing and utilizing the services offered by the Abu Dhabi Store. As a valued merchant ("Merchant," "your," or "you"), you are entering into a binding agreement with Digital Economy Brokerage Services - L.L.C- O.P.C, trading under the name Abu Dhabi Store, holding license number CN-5302171
1.2 Understanding the Scope
This Agreement and accompanying policies and additional terms available on our Abu Dhabi Store website, applications, and services govern your access to and use of our platform. Please familiarize yourself with all terms and policies presented on our platforms, as they collectively form the framework of this Agreement. Registering, accessing, or utilizing our services signifies your acceptance and commitment to comply with the terms outlined herein.
1.3 Replacing Prior Agreements
By entering into this Agreement, you acknowledge that it supersedes any previous agreements you may have had with Abu Dhabi Store or its affiliates.
2. Abu Dhabi Store Services
2.1 Platform Overview
Welcome to the Abu Dhabi Store! As your dedicated Multi vendor e-commerce service provider, we offer a sophisticated platform to provide merchant(s) e-commerce business solutions and services exclusively to entities officially registered in the United Arab Emirates. Through our platform, the Abu Dhabi Store enables you to showcase and sell your products ("Goods") within the borders of the United Arab Emirates.
2.2 Comprehensive Service Offerings
Tailored to meet your business needs, the Abu Dhabi Store extends a range of essential services to you, our esteemed Merchant partners. Among the array of services we offer are:
a. Goods Listing: Streamlining the process of listing your Goods on our platform for maximum visibility and accessibility.
b. Sales Facilitation: Facilitating the seamless sale of your Goods to Buyers on the Abu Dhabi Store platform.
c. Dedicated Customer Support: Providing robust customer support services to address inquiries, resolve issues, and enhance overall customer satisfaction.
d. Efficient Order Processing: Ensuring smooth order verification and efficient payment processing for all transactions.
e. Logistics Management: Coordinating reliable delivery services, including handling returns and exchanges of Goods, to ensure a seamless customer experience.
f. Financial Management: Managing the collection, reconciliation, and disbursement of sales proceeds, in addition to offering any supplementary services available through the Abu Dhabi Store platform.
2.3 Buyer-Seller Relationship
It's essential to recognize that the contract of sale occurs directly between you, the Merchant, and the Buyer. Therefore, the Abu Dhabi Store does not exert control over, nor can it guarantee, the existence, quality, safety, or legality of items advertised on our platform. Additionally, we do not verify the accuracy or truthfulness of your content or listings, your authorization to sell items, the Buyers' ability to pay for items, or the completion of transactions or returns by Buyers or sellers.
3. Your Abu Dhabi Store Account
3.1 Registration Process
To begin utilizing the Abu Dhabi Store's services, you must complete the registration process by creating an account with us. During this process, we'll require specific information and documents, including but not limited to:
a. Your current business/trade license is dated.
b. A description of your business activity.
c. Your registered logo/trademark.
d. Sufficient proof of authorization for the individual (the "Authorized Person") accessing and using the Abu Dhabi Store Site and Abu Dhabi Store Services.
e. Identification details of the Authorized Person.
f. Any additional information or documentation that may be requested while using the Abu Dhabi Store Services. You may also provide a "friendly" logo or business name that does not infringe upon proprietary rights. We reserve the right to refuse, reject, change, suspend, or terminate your account if there are inaccuracies, misappropriations, or violations of third-party proprietary rights within your content, including logos, trademarks, or trade names.
3.2 Compliance and Representation
By completing your registration with us, you affirm that you possess a valid business/trade license and are duly registered with the Department of Economic Development. You further warrant compliance with all rules, regulations, and laws of Dubai and the United Arab Emirates ("Applicable Law") for your continued registration and business operations. You agree to provide any requested information and documentation as necessary while using the Abu Dhabi Store Services.
3.3 Account Security and Responsibility
You are responsible for maintaining the confidentiality of your account and password and restricting access to and use of your account. You accept responsibility for all activities conducted under your account, whether by you, your employees, or a third party. In the event of unauthorized access or suspected security breaches, you agree to notify us promptly. We and our affiliates are not liable for any losses or damages resulting from unauthorized access to your account.
3.4 Accuracy of Information
You agree to provide true, accurate, current, and complete information during the registration process. It is your duty to maintain this information current. Providing false, inaccurate, or incomplete information may result in suspension, limitation, cancellation, or withdrawal of your Abu Dhabi Store Site access.
4. Your Responsibilities
4.1 Compliance with Terms
You agree to use the Abu Dhabi Store Site and Services solely for lawful purposes and in a lawful manner. You must adhere to all terms, policies, and conditions the Abu Dhabi Store occasionally imposes.
4.2 Content Management
You are solely responsible for the content, operation, maintenance, and use of your content on the Abu Dhabi Store Site, including but not limited to:
Ensure your content complies with all Applicable Laws and Abu Dhabi Store policies.
Create and post accurate, complete, and appropriate materials on your Abu Dhabi Store Site.
Ensuring that your information and listings of Goods do not infringe upon any rights, including copyrights, trademarks, privacy, or other intellectual property rights.
Representing and warranting that you have the necessary licenses, permissions, authorizations, and consents to sell and promote the Goods.
Ensuring that all Goods conform to quality and safety standards as per the Applicable Law.
Fulfilling all orders for Goods at their stated quantity and price to Buyers.
Providing accurate and up-to-date information and pricing for each product and service offered through the Abu Dhabi Store.
4.3 Warranty and Maintenance
You must provide the required warranties and maintenance for purchased Goods by market practices, guidelines, protocols, and Applicable Law.
4.4 After-Sales Services
You remain responsible for after-sales services, guarantees, warranties, maintenance, and any defects that may arise for or regarding the Goods sold and listed on the Abu Dhabi Store Site.
4.5 Order Fulfillment
You are responsible for sourcing, offering, selling, and fulfilling your Goods by the terms of the applicable order and shipping information.
4.6 Insurance Coverage
It would help if you contracted appropriate insurance covering any obligations arising from your business activities in the Abu Dhabi Store.
4.7 Timely Order Processing
You must process orders within the predetermined period specified by the Abu Dhabi Store.
4.8 Courier Arrangements
Prepare your goods for collection by our authorized courier or third-party courier according to the packaging specifications and requirements provided by our courier company.
4.9 Delivery Timing
Fulfill the order of the Goods purchased by the Buyer within the specified delivery timing as indicated in your product listing.
4.10 Exclusive Distributorship
Ensure that your participation on the Abu Dhabi Store Site does not breach any existing exclusive distributorship third-party agreements and rights of Goods being offered and sold.
4.11 Tax Registration Details
Provide the Abu Dhabi Store with applicable tax registration details and any requested documentation or information, ensuring accuracy and correctness.
4.12 Tax Inclusion
Include applicable taxes in your listing and pricing.
4.13 Failed Delivery and Returns
Accept any failed delivery and return of Goods by the Return Policy.
4.14 Order Fulfillment Failure
Suppose an order is not fulfilled due to unavailability or incorrect pricing. In that case, the Abu Dhabi Store reserves the right to determine whether you will be charged up to 100% of the price of the Goods.
4.15 Indemnification
You agree to indemnify the Abu Dhabi Store for any risk or liability arising from any claims, demands, liabilities, expenses, losses, costs, or damages concerning Goods' failed delivery and return.
5. Fees and Payments
For details on current fees, please refer to the MERCHANT FEES page on our website.
5.1 Payment Handling Authorization
By entering into this Agreement, you grant Abu Dhabi Store exclusive authority to handle payments on your behalf, including:
(a) Collecting sales proceeds and any other amounts owed under this Agreement.
(b) Processing customer payments, refunds, and adjustments.
(c) Payments will be transmitted to our designated payment processing agent.
(d) Settling any outstanding amounts to the Abu Dhabi Store, our affiliates, or third parties, including Buyers.
5.2 Fee Structure
In appreciation of the services provided by the Abu Dhabi Store, we or our affiliates may levy the following charges:
(a) A commission based on the total sales of Goods.
(b) Handling fees for the delivery and returns of purchased Goods.
(c) Payment processing charges, including fees related to chargebacks.
(d) Applicable taxes and duties.
(e) Any other associated costs related to the purchase of Goods.
5.3 Fee Schedule
The Fee Annex provides a breakdown of the abovementioned charges, subject to periodic updates.
5.4 Sales Reporting and Proceeds
Abu Dhabi Store will furnish detailed sales reports via your account, delineating the amount collected for your Goods after deducting relevant charges, fees, and authorized refunds (termed "Sales Proceeds").
5.5 Payment Distribution
Sales Proceeds will be disbursed directly to your nominated UAE bank account or any other supported banking institution every week following the completion of successful orders beyond the fifteen (15) days return period as per our Return Policy.
5.6 Payment Processing Account
Acknowledging the need for efficient payment processing, Abu Dhabi Store may facilitate the creation of an account with our affiliated partner. This process entails providing personal details and consenting to their terms and conditions. Abu Dhabi Store bears no liability for any losses arising from this arrangement.
5.7 Tax Compliance
Abu Dhabi Store will issue a tax invoice to the buyer on your behalf, including your VAT registration number. Upon receipt of payment from the buyer, we will remit the entire amount to you, deducting only our commissions or fees if you have furnished your VAT registration details. You assume sole responsibility for remitting taxes to the relevant authorities.
5.8 Pricing Dynamics
Prices of goods displayed on the Abu Dhabi store site may fluctuate due to various factors, such as discounts, coupons, or promotional offers you have initiated. If you opt to participate in specific Abu Dhabi Store promotions, you will be responsible for any discounted amounts.
6. Return, Refund, and Replacement of Goods
6.1 Return Policy
Abu Dhabi Store operates a customer-friendly return policy, ensuring satisfaction with every purchase made on our platform. All returnable Goods sold through the Abu Dhabi Store Site are covered under a 15-day free return period, as outlined in our comprehensive "Return Policy." Buyers can initiate the return process by communicating with us or the Seller directly through the Abu Dhabi Store Site.
6.2 Return Procedure
Buyers are entitled to submit a return request for purchased Goods within 15 days of receipt. This can be done conveniently by clicking the "Return" button within their customer dashboard account. Upon submission of the return request, Sellers have one business day to attend, review, and take action on it. Failure to do so within the stipulated timeframe will result in the return request being considered initially approved.
6.3 Return Handling
Once a return request is approved, the Abu Dhabi Store will facilitate the collection of the returned Goods and arrange their delivery back to the Seller. Sellers must physically inspect and review the returned Goods within one business day of receipt. Failure to decide within this timeframe will result in the return request being finally approved, and the associated costs will be deducted from the Seller's Sales Proceeds.
7. Our Rights
7.1 Listing Control
While adhering to the terms of this Agreement and in compliance with Applicable Law and our internal policies, we reserve the right to exercise discretion in the following areas:
Delaying or suspending the listing of Goods on the Abu Dhabi Store Site.
Refusing to list or delisting Goods.
Deactivating your account with the Abu Dhabi Store.
7.2 Order Processing
We retain the sole discretion to withhold orders for investigation or refuse their processing. Additionally, we may engage the services of our affiliates, third-party processors, or other service providers to fulfill Abu Dhabi Store Services.
7.3 Order Management
In our sole discretion, we may withhold orders for investigation, refuse to process orders, restrict shipping destinations, or cancel any order of Goods. If payment has been received for such Goods, we reserve the right to obtain refunds for Buyers in cases where we decide to cancel or stop the order.
7.4 Invoicing
Abu Dhabi Store will generate electronic invoices and credit notes on your behalf based on your VAT registration details and any additional documentation requested for transaction processing between you and the Buyers.
7.5 Indemnification
Without prejudice to any other provisions of this Agreement, you agree to indemnify Abu Dhabi Store for any losses incurred or suffered, including direct or indirect losses, investigation costs, professional fees, or expenses in the following scenarios:
Counterfeit, refurbished, or non-original Goods.
Sale of Goods in breach of third-party agreements or rights.
Any fraudulent conduct identified on your part.
You acknowledge that if you or your affiliates breach this Agreement, Abu Dhabi Store reserves the right to block your account and permanently withhold all pending payments. Additionally, you agree that the Abu Dhabi Store may share your account details with relevant authorities for legal action, and you will be liable to pay a fine of AED 50,000 to the Abu Dhabi Store, along with any other damages.
8. Counterfeit Goods
8.1 Legal Implications
Selling counterfeit items is deemed fraudulent under UAE Federal Law, including Federal Law No. 4 of 1979 and Federal Law No. 37 of 1992. The UAE Federal Law of 2016 on Combating Commercial Fraud further strengthens measures against commercial fraud, particularly in intellectual property, imposing severe penalties. Offenders may face imprisonment of up to 2 years and a minimum fine of AED 50,000, up to AED 250,000, for selling counterfeit or infringing items.
8.2 Prohibition on Counterfeit Goods
Abu Dhabi Store strictly prohibits the sale of counterfeit goods on its platform. This encompasses any Goods that are not original, including fake, replica, or "knock-off" items. Goods illegally reproduced, replicated, refurbished, and sold in violation of third-party rights, agreements, or Applicable Law are also considered counterfeit. Merchants confirm that Goods offered for sale in the Abu Dhabi Stores are authentic and assume sole responsibility for their content and listings. Merchants warrant that all Goods are genuine and original and possess the necessary permissions, registrations, and authorizations for sale. Listings do not include copyrighted or trademarked material without consent from the original rights owner.
8.3 Investigation and Actions
Abu Dhabi Store reserves the right to conduct investigations into Goods sold on its platform. If any Goods are determined, at our sole discretion, to be counterfeit, fake, duplicate, or illegal, or if infringing Goods or listings are discovered, immediate action will be taken. This includes removing listings and Goods, terminating the Agreement, imposition of penalties, and deactivating the merchant's account. Perpetrators will be permanently banned from selling on Abu Dhabi Store under an alias. Furthermore, all pending payments will be withheld, and legal action may be pursued against offenders.
9. Communication Guidelines
9.1 Timely Responses
Upon receiving buyer inquiries, it is imperative to respond promptly within 24 hours or by the next business day at the latest. Maintaining professionalism in all communications is essential to ensure customer satisfaction.
9.2 Communication Standards
In all interactions and correspondence, the following guidelines must be observed:
Avoid using hateful, offensive, profane, vulgar, or defamatory language.
Adhere to communication and privacy policies, terms, and conditions outlined by Abu Dhabi Store and Applicable Law.
Refrain from exchanging contact information with Buyers or users to bypass the use of Abu Dhabi Store Services. Utilize only the methods and tools provided by the Abu Dhabi Store to complete purchases.
Avoid any communication that may disparage, create a negative impression, or harm Abu Dhabi Store's business reputation.
9.3 Breach Consequences
Should any breach of these guidelines be reported or brought to our attention, the Abu Dhabi Store reserves the right to take appropriate action, including suspension or termination of your account, according to the provisions of this Agreement.
10. Suspension and Termination
10.1 Grounds for Suspension or Termination
Abu Dhabi Store retains the authority to independently and promptly suspend, restrict, retract, or cease your access to our Abu Dhabi Store Services in the following situations:
Breach of any provision of this Agreement or violation of any Applicable Law or policies related to the Goods or sale of Goods.
A declaration of insolvency, bankruptcy, or the issuance of a liquidation resolution or order by a court of competent jurisdiction.
Issuance of a suspension order, receivership appointment, or attachment order.
Failure to reasonably cooperate with our investigation processes.
Reasonable belief that your continued provision of Abu Dhabi Store Services would expose you, us, our affiliates, or Buyers to significant security or regulatory risks.
11. Intellectual Property
11.1 Usage of Content
We retain the right to utilize, distribute, copy, disclose, and modify any content, trademarks, materials, or product images you upload and share on the Abu Dhabi Store platform. Doing so grants us a royalty-free, non-exclusive, perpetual, irrevocable right and license to utilize, perform, reproduce, display, adapt, modify, and reformat any of your information and materials. Furthermore, we reserve the right to sublicense these rights to our affiliates and third-party providers.
11.2 Ownership of Abu Dhabi Store Site
Ownership and reservation of all rights, title, and interest in the Abu Dhabi Store platform lie with us, our affiliates, or licensors. No rights are conferred upon you under this Agreement from us or our licensors regarding the software application and platform of the Abu Dhabi Store, including related intellectual property rights.
11.3 Usage Restrictions
You and your permitted users are prohibited from utilizing the software application and platform of the Abu Dhabi Store for any purpose other than expressly permitted by this Agreement. This includes:
Modifying, altering, tampering with, repairing, or creating derivative works of any Abu Dhabi Store platform software.
Reverse engineering, disassembling, or decompiling the Abu Dhabi Store platform or attempting to derive its source code.
Accessing or using the Abu Dhabi Store platform in a manner intended to avoid incurring fees or exceeding usage limits or quotas.
Resell or sublicense the Abu Dhabi Store platform.
11.4 Conditions of Software Licenses
All software applications and licenses granted to you are contingent upon your continued compliance with this Agreement. Failure to comply with any term or condition of this Agreement will result in these licenses' immediate and automatic termination. You are not permitted to assert, authorize, assist, or encourage any third party to assert against us, our affiliates, customers, vendors, business partners, or licensors any patent infringement or other intellectual property infringement claim regarding any Abu Dhabi Store Services you have used.
12.1 Definition of Confidential Information
For this Agreement, "Confidential Information" encompasses all nonpublic Information disclosed by Abu Dhabi Store, its affiliates, business partners, or their respective employees, contractors, or agents. This includes Information designated as confidential or that, given the nature of the Information or circumstances surrounding its disclosure, reasonably should be considered confidential. The following is a list of some examples of confidential information:
Nonpublic Information relating to Abu Dhabi Store's technology, customers, business plans, finances, and other business affairs.
Third-party Information that the Abu Dhabi Store is obligated to keep confidential.
The nature, content, and existence of any discussions or negotiations between you and Abu Dhabi Store or its affiliates.
Any trademarks, service marks, service or trade names, logos, and other designations provided by the Abu Dhabi Store in connection with this Agreement.
12.2 Use of Confidential Information
You may utilize Confidential Information solely in connection with your use of the Abu Dhabi Store Services as permitted under this Agreement. You agree not to disclose any Confidential Information at any time and to take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of Confidential Information.
12.3 Ownership and Non-Disclosure
You acknowledge that all Confidential Information remains the exclusive property of the Abu Dhabi Store. You agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or disclose such Confidential Information to third parties except those who know it in connection with this Agreement. You also agree to advise and require your permitted users or your respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.
12.4 Buyers' Information – Abu Dhabi Store Services
You agree to use the Information of Buyers or users of the Abu Dhabi Store Site solely for this Agreement and not to exploit or commercially benefit from such Information. Additionally, you agree not to disclose Confidential Information or use it for marketing, advertising, or promotional purposes. Any communication with Buyers or third parties must adhere to the guidelines outlined in this Agreement.
12.5 Assistance in Preventing Unauthorized Use
You agree to use your best efforts to assist in identifying and preventing any unauthorized use or disclosure of Confidential Information. You shall promptly notify the Abu Dhabi Store in the event of any known or suspected violations of the terms of this Agreement and cooperate in seeking equitable relief against any such violations.
12.6 Public Communication
Without the Abu Dhabi Store's express permission, you agree not to disseminate any press releases or engage in any other public relations efforts pertaining to this Agreement or your use of the Abu Dhabi Store Services. You further agree not to misrepresent the relationship between Abu Dhabi Store and you or imply any relationship or affiliation that does not exist.
13. Disclaimer
Abu Dhabi Store offers the Abu Dhabi Store Services "as is." We, along with our affiliates and licensors, make no warranties or representations of any kind, whether express, implied, statutory, or otherwise, regarding the Abu Dhabi Store Services or the third-party content. This includes any warranty that the Abu Dhabi Store Services or third-party content will be uninterrupted, error-free, or free of harmful components. We cannot guarantee the security or preservation of any content, including your own or third-party content.
Unless prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment. Additionally, we make no warranties arising from any course of dealing or trade usage.
14. Liability
14.1 Within the limits set by the law and despite any other parts of this agreement, Abu Dhabi Store, including its affiliates and authorized partners (along with their directors, officers, agents, employees, suppliers, subcontractors, or licensors), won't hold you responsible for:
a. Any loss you face, whether in profits, data, or any other form, directly or indirectly.
b. Any damages, be it direct, indirect, or exemplary, even if we've warned about the possibility.
14.2 Also, Abu Dhabi Store and its affiliates or licensors won't be liable for:
Your inability to access or use our platform or services due to reasons like termination, suspension, or downtime.
Any issues arising from your use of linked websites or webpages.
Costs incurred for finding alternative goods or services.
Relying on our data or information without double-checking.
Any investments or expenses related to our platform or services.
Unauthorized access to or damage of your content or data.
If, by any chance, we're found liable, our total liability, along with our affiliates, licensors, and partners, won't exceed the lesser of (a) the amount you've paid us in the last 12 months or (b) AED 200.
14.3 Remember, you are responsible for any risks or losses you incur using our platform and services.
15. Indemnity
15.1 Your Protection: You agree to shield and hold Abu Dhabi Store harmless, along with its affiliates and partners, as well as their respective team members, from any claims, damages, losses, liabilities, and costs, including reasonable legal fees. This applies to situations like:
You use Abu Dhabi Store's services and any actions taken under your account or by authorized users.
Breaking this Agreement or violating applicable laws, including any additional terms or policies from the Abu Dhabi Store.
Any content, information, or goods offered through your Abu Dhabi Store account, especially if it leads to claims of infringement or misappropriation of third-party rights.
Resolving disputes between you and any buyers.
15.2 Legal Proceedings: If Abu Dhabi Store or its affiliates must respond to a legal order, such as a subpoena, due to your actions, you're responsible for covering the associated legal fees and costs, including employee and contractor time.
15.3 Notification and Settlement: We'll promptly inform you of any claims brought to our attention. You can choose your legal representation, subject to our approval. Settlement of claims requires our prior written consent. However, we reserve the right to take control of the defense and settlement of any claim whenever necessary.
16. Miscellaneous
16.1 Modifications to the Agreement: We reserve the right to update this Agreement anytime. Any changes will be posted on the Abu Dhabi Store Site or communicated to you directly. By continuing to use Abu Dhabi Store Services after the changes come into effect, you agree to abide by the updated terms. It is your obligation to remain informed of any changes.
16.2 Force Majeure: Neither we nor our affiliates will be held liable for any delays or failures to fulfill obligations under this Agreement due to circumstances beyond our control, such as natural disasters, government actions, or technological disruptions.
16.3 Independent Contractors; Non-Exclusive Rights: We and you operate as independent entities, each with the right to develop similar products or collaborate with third parties. This Agreement does not establish an agency relationship between us.
16.4 No Third-Party Beneficiaries: This Agreement does not confer any rights upon individuals or entities not directly involved in the Agreement.
16.5 Notice:
To You: Notices may be posted on the Abu Dhabi Store Site or sent to the email address associated with your account.
To Us: You can reach us via telephone or mail using the provided contact details.
16.6 Language: All communications regarding this Agreement must be in English.
16.7 Assignment: Without our written consent, you cannot transfer your rights or delegate your obligations under this Agreement.
16.8 No Waivers: Our failure to enforce any provision of this Agreement does not constitute a waiver of that provision.
16.9 Severability: The remaining provisions will apply if any part of this Agreement is invalid or unenforceable.
16.10 Survival: Certain provisions of this Agreement will remain in effect even after your membership ends.
16.11 Governing Law; Venue: This Agreement is governed by the laws of Dubai and the United Arab Emirates. Any disputes will be settled in the courts of Dubai, excluding the DIFC Court.
16.12 Entire Agreement; English Language: This Agreement constitutes the entire understanding between you and us and supersedes any prior agreements. In case of any inconsistency, the terms of this Agreement prevail.